SECOND AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCH
Exhibit 10.40
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
SECOND AMENDED AND RESTATED
SECOND AMENDED AND RESTATED
AGREEMENT ADDENDUM 01
▇▇▇▇▇ RANCH
This SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Crude Oil Gathering Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016, and recorded in the real property records of Weld County, Colorado, on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
Producer desires to contract with Midstream Co for Midstream Co to provide the Services utilizing the Individual System, and Midstream Co desires to provide the Services to Producer, on the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, Midstream Co and Producer hereby agree as follows:
| Producer | Noble Energy, Inc., a Delaware corporation | |
| Midstream Co | Colorado River DevCo LP, a Delaware limited partnership | |
| Parties | The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum | |
| Effective Date | March 31, 2016 | |
Agreement Addendum 01 – Page 1
Second Amended and Restated Crude Oil Gathering Agreement
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
| Dedication Area | The ▇▇▇▇▇ Ranch integrated development plan area, as such area was defined by Producer on the Effective Date, and which consists of the following areas within Weld County, Colorado: |
| ▇▇▇▇▇▇▇▇ |
▇▇▇▇▇ |
▇▇▇▇▇▇▇▇ |
||||
| ▇▇▇ | ▇▇▇▇ | ▇▇-▇▇ | ||||
| ▇▇▇ | ▇▇▇▇ | 31-36 | ||||
| T6N | R64W | ALL | ||||
| T6N | R63W | ALL | ||||
| T6N | ▇▇▇▇ | ▇-▇▇, ▇▇-▇▇, ▇▇-▇▇ | ||||
| ▇▇▇ | ▇▇▇▇ | ▇-▇▇, ▇▇-▇▇ | ||||
| ▇▇▇ | ▇▇▇▇ | ▇▇▇ | ||||
| ▇▇▇ | ▇▇▇▇ | ▇▇ | ||||
| ▇▇▇ | ▇▇▇▇ | 1-6, 10-15, 22-27, 34-36 |
| Except and excluding the ▇▇▇▇▇, leases and other acreage described in the property exhibits attached to the Releases of Dedication. | ||
| Individual Fee |
$[**]/Bbl | |
| Additional Revisions | ||
| Clause (x) of Section 6.1(i) is amended and restated as follows: | (x) the aggregate quantity of such Product, stated in Barrels, calculated by Midstream Co to have been received by Midstream Co from Producer or for Producer’s account at the applicable Measurement Points for such Product during such Month multiplied by | |
| Section 6.3(c)(ii) is hereby amended and restated in its entirety to read as set forth in the next column in order to adjust the System Gains/ Losses Threshold: | (ii) If, the average during any three-Month period (on a rolling basis), System Gains/Losses on an Individual System allocated to Producer in accordance with this Agreement exceeds 3.00% of the total quantities of Producer’s owned or Controlled Product delivered to the Individual System in such Month, then Midstream Co will, for the respective Individual System, obtain updated test data (i.e. sample results, meter proves, etc.) from Receipt Points involved in calculating theoretical Product (after removal of Associated Water and Flash Gas) received into the System at Receipt Points on the Individual System and conduct a field-wide (on an Individual System basis) meter inspection and proving, if necessary, followed by an updated balance. | |
Agreement Addendum 01 – Page 2
Second Amended and Restated Crude Oil Gathering Agreement
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
| Additional Revisions | ||
| Crude Oil Quality Specifications, altering Article 7 as follows: | “Raw” Crude Oil as separated in, and delivered from, the Separator Facility pressurized separator crude oil outlet exceeding the BS&W specification (due to Associated Water content) and RVP specification (due to Flash Gas content) will be accepted into the System. | |
| Notices and Payments | Midstream Co: | |
| Notice Address – General Matters & Correspondence |
Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Director of USO Finance, ▇▇▇▇▇▇ Free Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ |
Agreement Addendum 01 – Page 3
Second Amended and Restated Crude Oil Gathering Agreement
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
| Notice Address – Operational Matters | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Operating Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Vice President – DJ Business Unit ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Notice Address – Force Majeure and Marketing interruptions | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Operating Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ | |
Agreement Addendum 01 – Page 4
Second Amended and Restated Crude Oil Gathering Agreement
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
| Notice Address – Invoicing Matters | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Ian Dams Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Director of Revenue Accounting ▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ | |
| Payments by Electronic Funds Transfer | Midstream Co:
ABA for wire: ▇▇▇▇▇▇▇▇▇ ABA for ACH: ▇▇▇▇▇▇▇▇▇ Account Number: 780161720 Account Name: Colorado River DevCo LP Financial Institution: ▇▇ ▇▇▇▇▇▇ Bank Swift: ▇▇▇▇▇▇▇▇
Producer:
ABA/Routing Number: ▇▇▇▇▇▇▇▇▇ Account Number: 08805135066 Account Name: Noble Energy, Inc. Financial Institution: ▇▇ ▇▇▇▇▇▇ Bank Swift: ▇▇▇▇▇▇▇▇ | |
| Marketing Notice – Midstream Co | Attention: Oil Marketing Department Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
(End of Agreement Addendum 01)
Agreement Addendum 01 – Page 5
Second Amended and Restated Crude Oil Gathering Agreement
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Effective Date.
| “Producer” | ||
| NOBLE ENERGY, INC. | ||
| By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Executive Vice President | ||
| STATE OF TEXAS | ) | |
| ) ss. | ||
| COUNTY OF ▇▇▇▇▇▇ | ) |
The foregoing instrument was acknowledged before me this 26th day of April, 2016, by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation.
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Notary Public in and for the State of Texas |
Agreement Addendum 01 – Signature Page 1
Amended and Restated Crude Oil Gathering Agreement
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
| “Midstream Co” | ||||||
| COLORADO RIVER DEVCO LP | ||||||
| By: |
Colorado River DevCo GP LLC | |||||
| By: |
Noble Midstream Services, LLC | |||||
| By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
| Chief Executive Officer | ||||||
| STATE OF TEXAS | ) | |
| ) ss. | ||
| COUNTY OF ▇▇▇▇▇▇ | ) |
The foregoing instrument was acknowledged before me this 26th day of April, 2016, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer of Noble Midstream Services, LLC, a Delaware limited liability company, which is the sole member of Colorado River DevCo GP LLC, which is the general partner of Colorado River DevCo LP, a Delaware limited partnership, on behalf of said company.
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Notary Public in and for the State of Texas |
Agreement Addendum 01 – Signature Page 2
Amended and Restated Crude Oil Gathering Agreement